A Broken Butterfly
by Ein the grim angle
Summary: Fluttershy is gone emotionally, what caused this, and can she be saved. Twilight and her friends need to do everything they can to restore her to her former self.
1. A Broken Fluttershy

"Come on sugar cube we are almost there." Applejack said as sweetly as she could as Fluttershy slowly followed her. Applejacks eyes were locked on the treehouse, and stopped looking at it, only to make sure Fluttershy was still behind her. Fluttershy wasn't really looking where she was going only walking in a straight line, looking down. Applejack got to the door of the library and opened it for Fluttershy who seemed to be walking even slower now. Inside was all of her friends, they looked at her, physically she looked ok, her mane was a little mess up, and her feathers were a little ruffled, but for the most part she was fine, until Fluttershy raised her head and her friends saw her eyes.

There seemed empty as if she was even there. Rarity walked up to her, and placed her hoof on her shoulder, Fluttershy tensed up a little bit. Applejack walked in, closed the door and patted Fluttershy head and Fluttershy relaxed. Applejack looked at her friends faces, they all looked very worried, Pinkie almost terrified.

"What happened to her?" Rainbow Dash asked.

"That's why I had Twilight call you all here today." Applejack started.

"Her coltfirend is what Rainbow, I knew he was abusive, but I didn't do anything, until today. I went to see Fluttershy about some special dog food for Winona, and he was there, beating her badly. I don't know what she said or did but it must have made him mad. I ran in and tackled him as hard as I could, I sent him flying out the door. Afterwards, he just spat at me and left saying "Buck this, I don't need her". When I got her on her hoofs and sat her down, she was like this." Applejack explained.

"Who was her coltfirend? I'm going to beat his ass." Rainbow Dash raged. Then Twilight realized they never meet her clotfirend, before Fluttershy always kept them away from hi.

"That is a good question, who was he, did we know him" Twilight asked.

"No, I least I didn't know him, bit did hear Fluttershy said his name while her was hitting her. His name was Timeticker, he was strong, it took all my steght in the tackle to get him out of Fluttershy cottage. I think its save to say their relationship is over now" Applejack said. Everyone noticed when TImetickers name was mention Fluttershy shivered, closed her eyes and got low. Twilight walked up to her and Fluttershy started to softly cry.

"Please don't' hit me." Fluttershy whispered. Twilight looked at her puzzled and got down to her level, seeing a few tears sliding down her cheeks. Twilight nuzzled against her a little, Fluttershy jumped back at the touch.

"She really is in bad shape, isn't she?" Twilight said looking at the terrified Fulttershy shaking a few feet away. Pinkie pie walked over to Fluttershy and smiled at her, Fluttershy looked at Pinkie but didn't do anything, but stare. Pinkie Pie turned away a tears starting to form in her eyes, she couldn't look at Fluttershy like that anymore. Rarity gave pinkie Pie a hug trying to calm her a down a little bit, but Pinkie was starting to cry a little harder. Twilight looked at Fluttershy, and came up with a plan

"Listen up everypony, we shouldn't leave her alone while she is like this. Pinkie, Rarity can you take care of Fluttershys animal while we try to make her feel better?" Twilight asked. Pinkie turned around her eyes still red, and watery, at the same time Pinkie and Rarity nodded.

"Ok good, Rainbow Dash, Applejack, her confidence has been shattered try to boost her self-esteem again." Twilight said looking at them.

"No, problem, she can even stay over at my place while she's recovering" Applejack offered. Twilight noticed Rainbow Dash looked a little mad when Applejack offered her home to Fluttershy, but she wasn't sure why. After thinking about it a little she figured Rainbow Dash had been protecting Fluttershy since they were fillies, and it was hard for her to let that go of that role.

"Ok while you're doing that I'm going to report this Time Ticker to Celestia, and look for some magic that might help mend a broken sprit." Twilight said.

"Don't worry about your animal dear, they are in safe hoofs" Rarity said to Fluttershy as she walked towards the door. Fluttershy looked at her, but didn't say anything. Pinkie Pie followed Rarity, trying to not look at Fluttershy and went out the door and headed towards Fluttershys cottage.

"Let's go sugar cube, you had a hard day. We'll start healing you tomorrow, you just need to rest right now." Applejack said to Fluttershy as she walked out the door and headed towards the farm, and Fluttershy slowly followed. Rainbow Dash was about to follow them, but Twilight slammed the door with her magic before she could leave. Rainbow Dash jumped back and turned towards Twilight with an angry glare.

"What the hay, Twi?" Rainbow dash shouted.

"Listen, I saw you get a little angry at Applejack when she offered her home to Fluttershy. I understand why you got a little angery. You're over protective of her, I really do understand, but Fluttershy needs more than one ponies help right now." Twilight told her. Rainbow Dash felt something, like anger, sadness, and jealousy all in one emotion.

"You think you know Fluttershy better than me? I have known her sense we were fillies! I love her Twilight and if you think I'm going to let Appleja-"Rainbow Dash stopped and blushed, as she realized she shouted out her biggest secret to Twilight. Twilights eyes grew wide and looked at Rainbow Dash. There was an awkward silence for few minutes before Twilight broke it with a question.

"When you say love, you mean as a friend right?" Twilight asked, already knowing the answer. Rainbow Dashs blush got redder as she shook her head no. Twilight looked at her in shock, then realized a lot of things started to make sense to her. Rainbow Dash always protected Fluttershy, always made sure she was ok first, always went to her with a problem. Why she got a little mad and flew off when Fluttershy told them about her new relationship.

"Okay, so you love her, but listen Rainbow. She in very bad shape right now, do not start flirting with her. If she needs someone to hold you can, but that it, got it?" Twilight asked.

"Ya…I got it" Rainbow Dash answered looking a little bit disappointed.

"Good, now your free to go, and don't forget to help Applejack with Fluttershy tomorrow." Twilight said opening the door.

"I won't, in fact I'm looking forward to it." Rainbow Dash said with smile and flew off. Twilight didn't like the why she said that, but if she called to her, she wouldn't be able to hear her.

"The sooner I get home the sooner I can get to sleep and then I get to spend the whole day with Fluttershy… and Applejack." Rainbow Dash thought to herself as she flew into her house though a window. She started to go to her room until she realized it was still six o'clock. She sighed and sat down and decided to finish off her newest Daring Do book hoping to pass the time quickly.

Applejack and Fluttershy made it to the farm and started walking to the farm house, when they heard a voice call to them. They turned towards the voice and Fluttershy quickly got down, seeing who it was. Big Macintosh was waving to them, but stopped when he noticed Fluttershy was acting odd.

"Fluttershy, there is nothing to be afraid of its just Big Macintosh, he maybe big, but he is also very gentle." Applejack said quickly trying to calm her down.

"No, no, NO!" Fluttershy said and she took off flying faster than Applejack had ever seen her fly before.

"Fluttershy, wait, please come back!" Applejack shouted, but Fluttershy didn't hear her, soon she was out of eye sight.

"Did I do something wrong?" Big Mac asked walking over to Applejack.

"No, its ok, you didn't know, but don't talk to Fluttershy until further notice, understand?" Applejack asked sighing a bit.

"Yep." Big Mac answered. He was a little confused as to why he couldn't talk to her, but it wasn't any of his business. He went back to bucking the trees, as Applejack ran into town looking for Fluttershy.

Rainbow Dash sighed as she finished the last chapter of her book. It was only 6:30, and she wanted to go to bed, but knew she wouldn't fall asleep. She started to head towards her room to try anyway, when a knock was heard at the door. Rainbow Dash walked up to the door and opened the door. To her surprised Fluttershy was on the other side.

"Hey, Fluttershy I thought you were with Applejack." Rainbow Dash said looking at her a little confused. Fluttershy didn't say anything, instead she wrapped her hoofs around Rainbow and nuzzled into her chest and started to cry. Rainbow Dash held her, and let her cry as long as she needed to.

"Want to stay the night, Shy?" Rainbow asked, Fluttershy slowly nodded. Rainbow Dash picked her up, placed her on the couch and cuddled with her.


	2. A Wild Pony Chase

Roseluck walked out of her house, and started towards her stand. It was still early so most ponies where still asleep, and it would be nice and quiet while she set up her stand. As she walked she saw a body lying in the middle of the square, and ran over to it fearing the worst. As she got closer she recognized who it was, it was Applejack. She neared the body and didn't know who would do such a thing.

"Applejack, are you…ok?" Roseluck asked, touching Applejack with her hoof. To her relief Applejack was still warm, and she stirred a little in her sleep. Roseluck touched her again, and Applejack opened her eyes and started to get up on her hoofs. Applejack looked around confused, not sure where she was, then saw Roseluck looking at her.

"Good Morning Roseluck, where in tarnation am I?" Applejack asked her seeming like she was in a daze.

"You're in the middle of Ponyville square." Roseluck answered. Applejack gave her a puzzled look.

"Why am I in the mid-FLUTTERSHY!" Applejack yelled, and took off running, to look for the scared Pegasus.

"Applejack, if you need help with something I may be able to hel-"Roseluck trialed off as Applejack disappeared.

"That was odd." Roselusk said to herself, and walked on to her stand.

Sunlight poured though Rainbow Dashs window, waking her up. She yawned and stretched as she felt something bump against her, she looked to her side and a sleeping Fluttershy was cuddled up to her. Rainbow Dash smiled as she watched the sleeping mare next to her. Rainbow Dash nuzzled her gently as Fluttershy woke up and looked at Rainbow Dash.

"Good morning, Shy" Rainbow Dash said. Fluttershy got up and looked around Dashs house, as if she was a little confused. Fluttershy turned back to Rainbow, and hugged her, the same why she did last night minus the crying.

"You ok?" Rainbow asked.

"Yes" Fluttershy said weakly, Rainbow almost didn't hear her.

"At least she is talking again" Rainbow Dash thought to herself.

"Why don't we get some breakfast, and head over to Applejacks farm." Rainbow asked heading into the kitchen. Fluttershy slightly nodded and slowly followed her into the kitchen. Rainbow Dash took her by the hoof and lead to the table.

"You just sit there and relax, breakfast will be ready soon." Rainbow said to her smiling. Fluttershy looked back at her, not saying any back.

"Hey, will you stop throwing things at me, what did I do to you?" Rarity asked angel. Angel glared at Rarity, but slowly started to eat the salad Rarity had made for him glaring at her.

"I hate that bunny." Rarity said under her breath, soon after a loud knock was heard at the door, and Pinkie jumped down the stairs.

"I'll get it." Pinkie said jumping towards the door.

"Thank you, darling." Rarity said to her, pouring some bird seed into a dish. Pinkie opened the door and it was Applejack, who looked extremely worried. Applejack ran in, with saying anything to her friends. She ran to the kitchen, then to Fluttershy room, then to the bathroom.

"Applejack, is something work?" Pinkie called up to her. Applejack walked down the stairs, and started to walk out the door. Pinkie, quickly got between Applejack and the doorway.

"Applejack, what wrong, what's happening?" Pinkie asked again.

"It's Fluttershy, yesterday Big Mac accidently scared her and she flew off. I searched all over Ponyville last night until I accidently feel asleep. I'm not sure where she is now, and I thought she might have come home. The only place I haven't looked is Rainbows place and the library, if she not there, I think we might have lost a dear friend." Applejack said tears forming in her eyes. Rarity walked over to Applejack and sat next her to, placing her hoof on Applejacks shoulder.

"It's going to be ok, Darling. We'll find Fluttershy no matter what." Rarity reassured her.

"She couldn't have gotten to far, right" Pinkie said with a smile.

"I guess you're right, I should see of Rainbow and Twilight have seen her, before I start giving up on hope." Applejack said running out the door.

"Pinkie you can you take of the animal by yourself for a little bit?" Rarity asked.

"Ya, I think I can do that." Pinkie said slightly giggling. Rarity follow Applejack out of the cottage and started towards Rainbows house.

"Fluttershy, is something wrong with the food? I'll make you something else if you want." Rainbow Dash asked sitting across the table, looking at her softly. Rainbow Dash wasn't use to being this soft and caring, but for Fluttershy it was worth it. Fluttershy looked up at her, and took a spoonful of the cereal and eat it, looking at Rainbow Dash nervously.

"Fluttershy, I know I'm awesome, but you don't have to stare at me" Rainbow laughed a bit. Rainbow Dash felt a little uneasy having Fluttershy stare at her like that. Fluttershy adverted her gaze to her cereal, but she was eating slower now. Rainbow was afraid she might have done something wrong, but soon after Fluttershy got up and look at Rainbow.

"Are you done, shy?" Rainbow Dash asked, Fluttershy gently nodded. Rainbow Dash smiled at her and walked towards the door with Fluttershy next to her. Rainbow Dash opened the door and smiled as she opened her wings ready to go. Rainbow Dash looked into the open, clear, blue sky, and flew a few feet, then turned back to see Fluttershy wasn't following her.

"What's wrong Shy, don't you want to see Applejack?" Rainbow Dash asked. Fluttershy took a few steps back almost back into the house. Rainbow Dash looked at her puzzled and landed next to her. Fluttershy looked very nervous about something.

"It's going to be ok, it's just Applejack." Rainbow Dash assured her, Fluttershy slightly nodded.

"Let's go" Rainbow Dash said smiling at her, Fluttershy shook her head not moving from her spot. Rainbow Dash let a little sigh and noticed Fluttershy was shaking badly.

"Do you have something against Applejack or something?" Rainbow asked, Fluttershy shook her head slowly.

"I don't see the problem then, don't worry, I'll carry the whole way if don't feel like flying" Rainbow Dash said gently, picking her up. She was about to fly when she heard her name being called, she looked down she saw Applejack and Rarity, looking up at her.

"Hey Rainbow, don't be to alarmed, but have you seen Fluttershy" Applejack tried to make it sound rhetorical and jokey, so to not make Rainbow worried.

"Ya, I've se-"Rainbow stopped for a moment. If she sent Applejack and Rarity on a wild pony chase, she could spend all day alone time with Fluttershy. Rainbow Dash debated if she should tell the truth or not for a few seconds, then smiled slightly.

"Ya, I've seen something that looked like Fluttershy, heading for Twilights house a few minutes ago. You really shouldn't being letting her out of your sight like that." Rainbow lied. Rainbow Dash felt a little guilty for lying to her friends faces, but love makes ponies do strange things

"It wasn't my fault Big Mac scared her on accident, and what do you mean something that looks like Fluttershy?" Applejack asked.

"It was far away, but it was creamy yellow and pink in color" Rainbow Dash lied again.

"Darling, we have to find her. You should can with us to Twilight house." Rarity said.

"Um…I got something I really need to do, I'll catch u, to you later." Rainbow Dash said to them backing away from the edge.

"That a little odd, I thought Rainbow Dash would, put Fluttershy before anything" Applejack said. Rarity nodded, but didn't think too much of it.

"Ok, but if you find her, don't take her to Sweet Apple Acers "Applejack called back up. Rainbow Dash held her breath until she heard the sounds of hoofs running away.

"R-Rainbow" Rainbow Dash heard behind her. Rainbow Dash turned around a little shocked, that Fluttershy said something. Rainbow realized that Fluttershy heard everything that she just said, and must have been confused.

"Fluttershy,the reason I told them you weren't her is, because…Big Mac was with them, he must of want to apologize, but I don't think you wanted to see him yet." Rainbow Dash put together, hoping she didn't hear Applejacks and Raritys side of the conversation. Fluttershy smiled and looked at Rainbow Dash. Dash turned around, and quietly sighed with relief. Rainbow Dash picked Fluttershy up and flew towards an area, she know no pony would not bother them at.

Twilight was looking though a few spell books, which might have a spell that can heal a broken sprit. Twilight hadn't found anything to that effect, and she had been reading since last night. She closed them and set them aside.

"Spike, did you find those other books I asked you to find." Twilight called.

"Sure did" Spike said coming down the stairs, books stacked in his claws.

"Thanks, Spike" Twilight said quickly opening the books and reading them.

"Are you sure this is necessary, from what you said it doesn't seem Fluttershy is in that bad of shape" Spike said watching Twilight read.

"You didn't see, what we saw Spike. The way she tremble or cried, or how beat up she looked, and worst of all you didn't see…her eyes." Twilight said. Twilight shivered a little remembering how her eyes looked, so lifeless. Twilight jumped as she heard a knock at the door, and Spike looked at her confused. Twilight just laughed, trying to make it look like she jump on purpose and failing at it. Spike opened the door, Applejack and Rarity walked in, and walked past him.

"Well, hello to you too" Spike said annoyed, closing the door. Twilight looked at her friend who were looking all over the room.

"Can I help you?" Twilight asked.

"Is Fluttershy here?" Rarity asked quickly. Twilight looked at her confused.

"Why would she be here? I thought she was with you, Applejack?" Twilight asked.

"No, she got scared by Big Mac yesterday, I don't know where she is, but Rainbow said she saw Fluttershy heading this way" Applejack answered. At first Twilight started to panic, until she remembered what Applejack just said.

"You said Rainbow Dash said she would be here?" Twilight asked. Rarity nodded, looking like she was about to cry.

"And Rainbow Dash didn't come with you?" Twilight asked starting to realize where Fluttershy, more than likely, was.

"No, she said she had to take care of something, and she'd catch up with us later" Rarity answered.

"Ya, I bet she's taking care of Fluttershy. I told that Pony not to try anything." Twilight thought to herself as she grabbed a nearby book.

"I know where Fluttershy is." Twilight said a little annoyed.

"Y-you do?" Rarity asked. Twilight nodded slowly, walking towards the door.

"Yes, but first we have to find Rainbow Dash, and luckily I have a way that will lead us right to her. All we need is something of hers." Twilight explained.

"Like what?" Applejack asked.

"You know like a feather, fur, hair anything like that." Twilight said. Applejack looked at Twilight smiling.

"You do?" Twilight asked.

"Sure do, she gave it to me when we were…" Applejack trailed off.

"When you were what?" Rarity asked her. Applejack looked at her friends for a little bit, she tried to come up with a lie. Being the element of honesty, she couldn't lie.

"I have a feather that Rainbow Dash gave me while we were dating" Applejack said. Twilight and Rarity just stared at her in disbelief.

"You and Rainbow Dash…dated?" Rarity asked. Applejack looked a little embarrassed.

"Um…ya, just for a few weeks, and you were going to tell ya'll if it got serious, but it ever did. Please don't tell Rainbow Dash this, we promised we would never talk about it." Applejack said slowly, blushing a bit.

"Oh, well I didn't know tha-" Rarity was cut off.

"This isn't the time, we'll talk about it later. Applejack lets go get that feather." Twilight said. The three ponies ran off to Sweet Apple Acers

Rainbow Dash landed in a nearby open plane, and set Fluttershy down. Fluttershy looked at Rainbow Dash and then at their surroundings.

"Ok, Fluttershy, we'll start building you self-esteem right now. " Rainbow said proudly. Fluttershy sat down and look at Rainbow. Rainbow smiled and looked around a little bit making sure no pony was around.

"Would one little kiss really hurt, Fluttershy." Rainbow Dash thought to herself, looking at her friend.

"Fluttershy there is something I've got to tell you." Rainbow Dash started.


	3. Rainbows Reveals Her Secret

"Fluttershy, I lo-"Rainbow Dash tried to say, but that's as far as she got. She cleared her throat and tried again.

"Fluttershy, I have lo-"Rainbow Dash stopped again. She look as Fluttershy, and sighed. Fluttershy looked and Rainbow with a worried look on her face.

"Why can't I say it, it is three little words, I have said it to ponies before." Rainbow Dash thought to herself. Rainbow took a deep breath and looked at Fluttershy.

"Fluttershy, I love you!" Rainbow Dash stated loudly, and looked at Fluttershy. Fluttershy looked puzzled, as if she wasn't sure what Rainbow meant. Rainbow Dash looked at the puzzled mare, realizing she had just made a huge mistake, Fluttershy was in no shape to be forming a new relationship right now, what was she thinking.

"Umm…how do you like my new…comedy act" Rainbow Dash said, hoping she would think it was a bad joke. Fluttershy shook her head and looked at Rainbow Dash with a weak smile.

"I know you love me, Dashie" Fluttershy said softly.

"Where is it, I know I put it in here somewhere." Applejack said getting annoyed. She took objects out of her desk drawer looking for the feather. Applejack smiled as her eyes fell on the book she was looking for.

"Finally found it" Applejack said happily flipping through the pages quickly. Twilight and Rarity gathered around and watched Applejack skim though the book, until she stopped halfway though and picked up the cyan feather.

"Good work applejack, now all I need to do now is cast the location spell" Twilight told her friends, placing the feather on the ground as her horn started to glow. A faint ball a purple magic left her horn and enveloped the feather, the feather slowly rose up and started to spin quickly.

"What happens now, dose it teleport us to them, or something?" Rarity asked.

"No it acts as a compass which points to whoever to originated from, in this case Rainbow Dash…after it stops spinning that is" Twilight answered. The feather slowly stopped spinning and flowed to the ground.

"So….when dose it start pointing?" Applejack asked.

"It should have started after it spun." Twilight answered, confused.

"Well, maybe it's too old or something." Rarity suggested.

"Maybe." Twilight answered disappointed and started to turn away, but stopped as the feather started to glow again, and floated upwards, pointing north. Twilight smiled as the feather started to float towards the door.

"It guess it going to take us to Rainbow" Twilight said opening the door. The feather floated off northward as Twilight, Applejack, and Rarity followed it.

"What do you mean you knew?" Rainbow asked.

"I found out shortly after Time Ticker and I got together." Fluttershy answered looking away.

"Why did you stay with him, you know what he was doing to you?" Rainbow Dash asked. Fluttershy didn't answer, and crowded down a little. Rainbow looked at her, looking for answer, but she wasn't giving one.

"Why did you stay with him?" Rainbow asked again, a little louder this time.

"Please stop" Fluttershy whispered.

"You should have never of got together with him" Rainbow Dash told her. Tears formed in Fluttershys eyes and she started to shake. Rainbow Stopped as she realized she was almost shouting at Fluttershy. Rainbow Dash walked over to the crying mare and nuzzled against her a little bit.

"Shy, I'm sorry I didn't mean to lose my temper like that. It's just that I always thought you would be happier with me, then him. I never knew out why didn't just leave him" Rainbow Dash said wrapping her hooves around Fluttershy. Fluttershy nuzzled into her and cried a little more. There was silence for a few minutes.

"I tried." Fluttershy finally said muffled by Rainbow chest.

"Tried what?" Rainbow Dash asked.

"I tried to leave him, but when I did he would..." Fluttershy trailer off. Rainbow Dash held her closer to her. Rainbow felt near tears as she realized Timeticker beat her, for trying to leave him for her, that's also why she came to her house last night. There was still one more question, did Fluttershy love her.

"I promise, Shy, nothing like that will happen to you ever again" Rainbow Dash said stroking her mane. Rainbow Dash smiled and look up, her eyes widen at what she saw staring back at her. Staring at her was Applejack, Rarity, and Twilight, Twilight looked like she was ready to kill to her right then and there. Twilight made a message with her magic saying "See me later", and walked off with Rarity. Applejack slowly walked out of the bushes.

"Wow girl, yous sure gave me the slip didn't you?" Applejack said jokily, Fluttershy gasped from surprise and hid behind Rainbow.

"Fluttershy, it's just me, sugar cube." Applejack said softly. Fluttershy peeked out for from behind Rainbow Dash, and slowly walked out into plain sight. Applejack smiled at Fluttershy, and got closer.

"Is something wrong?" Applejack asked Fluttershy. Fluttershy didn't say anything back, and just looked at Rainbow Dash.

"Go on Fluttershy, say something." Rainbow Dash encouraged her. Fluttershy took a step back and looked at Applejack, then Rainbow Dash. Applejack gave her a puzzled look, and took a step closer only to have Fluttershy walk further away.

"Fluttershy, it just me." Applejack assured her. Fluttershy shook a lit bit looking at Applejack, then decided to say something.

"I'm sorry." Fluttershy weakly said.

"Sorry? For What?" Applejack laughed a little.

"For running away yesterday" Fluttershy told her.

"Don't you worry none about that, sugar cube" Applejack said walking up to Fluttershy and gave her a hug. "I'm just glad you're safe." Fluttershy pulled away from the hug and look at Applejack. Applejack was first confused at firest, then noticed what she did wrong.

"Oh, sorry, I guess I couldn't put two and two together" Applejack said blushing slightly.

"Can we get started" Rainbow Dash asked annoyed. Applejack nodded and walked next to Rainbow Dash ready to build up Fluttershys self-esteem.

"I can't believe she did that" Twilight said angrily walking into the library, followed by Rarity. Spike heard the tone of Twilight voice and decided to go down to the basement to do anything that would take awhile.

"Please clam down darling, we should hear both sides of the story before you get this worked up of it. Rainbow Dash may have had a perfectly good reason for…lying to use about Fluttershy." Rarity said knowing she wasn't making a good case for Rainbow Dash.

"Rarity, there's something you need to know. Rainbow Dash doesn't think of Fluttershy as a friend, she think of her as a future marefirend." Twilight said.

"Are you sure about that Twilight. I know they are close, but that doesn't make them a couple." Rarity told her.

"She accidently told me yesterday." Twilight explained. Rarity had a shocked look on her face, finding out two maybe even three of your closest friends are filly-foolers all in one day, is a bit to take in all at once.

"First Rainbow Dash, then Applejack, now Fluttershy, next thing you'll tell me is that you are into mares too." Rarity said still shocked that she didn't see the signs before.

"I'm not into mares" Twilight said nervously, blushing a bit, hoping Rarity wouldn't see. Rarity rolled her eyes, and started to walk towards the door.

"I better get back to Pinkie Pie, I'm sure the animals have tired her out by now. I'll also fill her in on Rainbow Dash little secret…as well as yours." Rarity teased leaving.

"I told you, I'm not into mares" Twilight called to Rarity as she left.

"Try again." Applejack said.

"I'm Flutte…" Fluttershy trailer off, Applejack sighed, and Rainbow Dash looked at her a little worried.

"Fluttershy, please try again, and say your whole name this time." Applejack smiled at Fluttershy. "You can do it."

"I'm Flutters…" Fluttershy stopped again.

"One mo-"Applejack started, but was cut off by Rainbow.

"I think that's enough for today." Rainbow Dash said.

"But we just started, its only been an hour, if even that" Applejack argued.

"Frist days are supposed to be short" Rainbow Dash shoot back. Applejack looked at her for a second, then smiled.

"You are right, first days should be short" Applejack agreed.

"Glad to hear it, ready to go home, Fluttershy?" Rainbow asked holding her hoof out to Fluttershy.

"Not so fast, Rainbow. You have a meeting with Twilight, I'll take Fluttershy back to her cottage, so her animals can see her again. After, you talk to Twilight you can swing by her cottage and pick her up." Applejack said taking Fluttershy by the hoof. Rainbow Dash was hoping Applejack had forgotten about that.

"Fine, I promise I'll be right back, ok Fluttershy" Rainbow Dash asked, she hesitated as she saw the pleading eyes of Fluttershy, not wanting her to go, but then she shook her head yes. Rainbow Dash took off towards the library. Fluttershy walked in the direction Rainbow Dash flew off in, but was pulled back by Applejack.

"Don't you worry, you'll see she soon enough" Applejack assured her.


	4. Twilights Warning

Rainbow Dash flew as fast as she could towards the library, nothing was going to slow her down. The sooner she got there the sooner she would get back to Fluttershy. As she near the big tree house she flew down, laying on the front pouch and knocked on the door. Rainbow waited a few second, but no one opened the door or called for her to come in. Rainbow smiled realizing she would not have to talk to Twilight, she turned around and started to fly away when she heard a voice behind her.

"And where do you think you're going?" The voice asked. Rainbow froze and slowly turned around to see Twilight looking at her disapprovingly from the doorway.

"You didn't answer so I was going to-"Rainbow started.

"NO! You are going to come in here, sit down, and hopeful you'll understand what I tell you this time." Twilight told her walking in. Rainbow hesitated for a few seconds, but slowly flew in behind Twilight and sat down at a table, Twilight sat down across from her.

"So then, are there any excuses you want to throw out before we start?" Twilight asked.

"I didn't disobey you Twi, you said I could hold her if she need to be held" Rainbow Dash said.

"You're right, I did say that. There was nothing wrong with what I saw, but there is one thing i need to ask you." Twilight said looking at Rainbow, her eyes narrowed.

"What is it?" Rainbow asked.

"Why did you lie to Applejack and Rarity?" Twilight accused.

"I didn't li-"Rainbow Dash stopped herself and thought about that morning. Her eyes widen when she remembered the lie she told.

"They were very worried about Fluttershy, they had no idea where she was. I know for a fact she was with you at that time, so why do you lie to our friends?" Twilight asked

"I…I…I just wanted to spend time alone with Fluttershy. I know that I should have told Applejack and Rarity the truth, but I guess my emotions got in the way" Rainbow Dash explained.

"I told you yesterday that Fluttershy was going to need all of us in order for her to get better. Don't try to help her by yourself, I asked you to work with Applejack and you said you would." Twilight said.

"I understand, I won't lie again. I'll also make sure Applejack knows were Fluttershy is at all times ." Rainbow assured Twilight.

"Ok, I don't want to have this talk again, you're free to go." Twilight told her. Rainbow Dash Smiled and slowly flew towards the door,

"I'm planning to have Fluttershy spend the night with me again, so if Applejack asks, you know where to send her." Rainbow said. Twilight nodded as Rainbow quickly flew off.

"Here we are, sugar cube" Applejack said opening the door to Fluttershy cottage. As Fluttershy walked in, her animals flocked to her. They all hugged her and some even kissed her, Angel climbed on her back and jump a little. Fluttershy smiled at all of them, walked over to the couch, and sat down just to enjoy their company for a little bit. Rarity started to walk down stairs to see what all the noise was about. Rarity was surprised to see Fluttershy and Applejack.

"Fluttershy, how are you feeling today, darling?" Rarity asked. Fluttershy didn't answer she just picked up and Angel and gave him a hug. Rarity watched as Fluttershy pet her animals, and walked over to Applejack.

"So, were is Pinkie?" Applejack asked.

"Upstairs, asleep, when I got back the poor dear was worn out" Rarity answered.

"Pinkie Pie, Tried, never seen that before" Applejack laughed a little bit, and Rarity laughed a little bit too.

"How was Fluttershy's recovery?" Rarity asked.

"She won't say much, she apologized for running away yesterday. The rest of time we tried to get her to say her name, but she wouldn't say all of it." Applejack answered.

"At least she is talking, unlike yesterday" Rarity said trying to look on the bright side. Applejack looked at Rarity and gave her a weak smile.

"I guess I should be heading home now." Applejack said walking towards the door, "Oh, and Rainbow should be coming by to pick up Fluttershy later" Applejack said, as she opened the door and walked out.

"Good night Applejack, have a safe trip home." Rarity called to her as she walked out.

"Same to you." Applejack called back.

Twilight opened a new book she just bought and started to read it, only she having a hard time getting though the first few lines. For some reason what Rarity had said earlier was bugging her. All she could hear was "The next thing I now you're going to tell me you're into mares", it repeated over and over again in her head.

"Why am I thinking about this so much? Rarity was just joking around, she didn't mean anything by it." Twilight tried to rationalize what she was thinking, slowly rarity voice disappeared. Twilight smiled, and tried to read again, but Raritys words returned. Twilight shook her head a little was she heard was "The next thing I now you're going to tell me you're into mares.".

"That is enough" Twilight said to herself, and closed her book. She walked over to a shelf and looked for a book she never though she would open for herself. As she scanned the shelf until she found it, she levitated it off the shelf and read the title [i]"Are You A Filly-fooler"[/i]. Twilight shivered slightly reading the title and opened up it to the first page, and started reading.

A knock was heard at Fluttershys door, and Rarity opened it. As she did Rainbow Dash walked in and looked at Rarity.

"Hey Rare, how's Fluttershy?" Rainbow asked looking around the room for her.

"She is upstairs, taking a shower right now, she should be done any second now." Rarity answered.

"Maybe I should go up and make sure she is ok." Rainbow Dash said half jokingly, walking toward the stars smiling,

"No you don't, you are going to sit down and wait for her." Rarity said firmly.

" Fine." Rainbow sighed. sitting down on the nearby couch.

"So, how was your talk with Twilight?" Rarity asked sitting down in the chair across from her.

"Oh, it was ok, she just told me not to get to close to Fluttershy, while she is in this state" Rainbow Dash answered not telling the whole truth.

"Did you notice anything…odd about twilight while you two talked?" Rarity asked.

"Odd in what way?" Rainbow asked back.

"Did she seem like she was hi-"Rarity was cut off by an excited, yet quite voice.

"Rainbow" Fluttershy said come down the stairs. Fluttershy quickly walked over to Rainbow Dash and hugged her.

"I'd ask if you missed me, but I think the answer is obvious." Rainbow joked. Rainbow hugged Fluttershy, and gave her a kiss on the muzzle. Fluttershy blushed slightly and hide her face with her mane.

"Sorry Rare, what were you asking?" Rainbow Dash asked turning her attention back to Rarity.

"Don't worry about, it's not important?" Rarity said laughing a bit.

"Shy, are you ready to go back?" Rainbow Dash asked.

"She could stay here for night if she wants" Rarity told Rainbow.

"Ya, but there are already two ponies staying here/ It's a bit crowded, don't you think?" Rainbow pointed out.

"I suppose your right" Rarity answered looked around at the crowed room. Rarity looked back towards Rainbow, but all she saw a fading rainbow trail leading out the door. Rarity closed the door, and sighed softly.

Applejack walked into the house letting the screen door slam behind her. She looked in the kitchen to see Applebloom and Big Mac, who were finishing up dinner, and Granny Smith was washing a few dishes. Applejack sat down next to Applebloom, and Granny walked towrds Applejack.

"I'm glad you got back before your dinner got to cold" Granny Smith told her granddaughter, placeing a plate in front of her. On the plate was off sorts of different flowers, oats, and a few nuts. Applejack ate slowly, everyone could tell something was wrong.

"Applejack, what's wrong" Applebloom asked, Applejack didn't reply.

"Is it about Fluttershy?" Big Mac asked, Applejack nodded.

"What's wrong with her?" Applebloom asked. Applejack sighed and looked at her family members.

"She won't talk, I couldn't even get her to say her name. Not only that, she is very nervous around everyone and downright scared of Stallions. Now I'm starting to think she is getting very attached to Rainbow, which is ok, I just hope Rainbow doesn't do anything to upset Fluttershy." Applejack explained.

"Any plans on how to help her?" Big Mac asked.

"No, not really I can't even…" Applejack trailed off and looked at her brother. "On second thought I do have an idea,Big Mac are you busy tomorrow?"

"No, why?" Big Mac asked.

"You'll see, Applejack said getting up from her sit "I'm pretty tiered, I'm going to hit the hay. See ya'll in the morning." Big Mac shivered a little bit as he watched Applejack go up to her room.

"Something wrong?" Granny Smith asked.

"I don't like the way she said that?" Big Mac answered.


	5. A Date?

"I don't think that's a good idea." is what Fluttershy heard upon waking up. Fluttershy gently shook her head, and looked around the room. She scanned the room for one thing, rather one person, Rainbow Dash, who wasn't in the room.

"I really don't Fluttershy is ready for that" is what Fluttershy heard next, she knew that voice it was Rainbows. Fluttershy ran out of the room, down the hall, down the stair, and out the door to see Rainbow Dash looking down of the side of the porch. Rainbow turned around as she heard the patter of Fluttershys hoofs. Rainbow smiled and Fluttershy gave Rainbow Dash a hug, but they was soon interrupted by a voice.

"Are you still there?" the voice from down below called. Fluttershy looked over the edge to see Applejack looking up at them. Applejack smiled as Fluttershys face peeked over the edge.

"Ok, Fluttershy's awake, can you come down now. My throat is starting to hurt." Applejack complained. Rainbow Dash slowly flew down to the ground, followed by Fluttershy.

"How are you feeling today Fluttershy?" Applejack asked. Fluttershy hesitated for a second, and looked at Rainbow Dash for a second then looked back at Applejack.

"I'm ok." Fluttershy replied weakly.

"That's great, I have an idea that might help you." Applejack started, but was cutoff.

"But if you don't want tom that fine" Rainbow Dash said. Apple rolled her eye before continuing with her idea.

"I was thinking, if you go on a date with a stallion, it might help you get over your fear" Applejack finished. Fluttershy looked at Applejack with a confused and somewhat shocked look on her face.

"I…already have someone" Fluttershy said nuzzling against Rainbow.

"I know you do, but you need to get over your fear, you can't spend the rest of your life afraid of half the population." Applejack responded.

"Applejack, to be honest, I'm not comfortable with it either" Rainbow said.

"We don't have to call it a date, we can call it a…get together" Applejack said.

"Well, I guess…I can try." Fluttershy said.

"I have an idea" Rainbow Dash started. "Let's make it a double date."

"A double date?" Applejack asked.

"Ya, a double date, what do you say Applejack? I know you still have feeling for me." Rainbow teased.

"No, I don't, at least not those kind of feelings." Applejack respond blushing a bit. She stood and thought for a second.

"But, if Fluttershys ok with it, and it is to help her, I guess its ok." Applejack said

"Applejack, I was just joking" Rainbow Dash said.

"I won't mind, and I would like for you to be there." Fluttershy said, giving Rainbow a hug.

"Well, if you want me to be there, I guess Applejack and I can go together." Rainbow said a little surprised.

"That's great, I'll go tell Big Mac right now" Applejack said running off.

"Big-Big Mac" Fluttershys eyes widened and she cowered down a bit, remembering how she ran away from him a few days ago.

"Fluttershy are you sure you're ok with this?" Rainbow asked. Fluttershy took a deep breath and nodded.

"Are you?" Fluttershy asked.

"Ya, I guess I am. I'll be right there, and Big Macintosh is a nice stallion, he won't try anything." Rainbow Dash assured her. "Let's go we have to start getting ready for tonight."

"Were are we going?" Fluttershy asked

"Your cottage." Rainbow dash said as she flew slowly towards her house, Fluttershy followed quickly.

"Big Mac where are you?" Applejack called walking in to the house.

"Here." a voice called from the living room. Applejack walked into the room and looked at Big mac who was sitting down reading a book.

"Fluttershy said she would "try" to go on a date with you." Applejack said.

"Try? That's great for my self-esteem." Big Mac joked, laughing a bit, Applejack laughed a bit too.

"Oh, one more thing, Rainbow and I are going with you…it's a double date." Applejack added

"Doesn't really bother me, although I though the second thing this "date" was supposed to do was make her a little less dependable on Miss Dash." Big mac said.

"It seemed like she wouldn't do it unless Rainbow came along. It's better to fix one thing, than nothing" Applejack explained.

Rainbow Dash and Fluttershy landed outside her cottage, and Rainbow Dash knocked on the door. They could hear voice coming from inside, and then crashing sound, more voice, then the sounds of hooves walking towards the door. The door opened reveling Pinkie pie, who face light up after seeing her friends.

"Fluttershy, Rainbow Dash" Pinkie Pie hugged her two friends quickly, then pulled back and looked closely at Fluttershy.

"You look better than you did a few days ago." Pinkie said happily.

"T-Thank you." Fluttershy whispered.

"Is Rarity around, we came to see her" Rainbow Dash said wanting to getting straight to the point.

"Yes, she is." Pinkie said looking behind her and point towards the kitchen, she then jumped up stairs singing a little song along the way.

"Thanks" Rainbow Dash said walking followed by Fluttershy. As soon as Fluttershy entered the house her animal once again flocked to her.

"Shy, why don't you hang out with your animal, while I talk to Rarity." Rainbow suggested. Fluttershy nodded, sat down and cuddled with her animals. Rainbow peeked into the kitchen to see Rarity washing her hoofs.

"Hey, Rari what's going on?" Rainbow asked. Rarity turned around to see Rainbow Dash walking up to her.

"Hello Darling, what bring you by?" Rarity asked.

"Well, Fluttershy and I are having a double date tonight, and I was hoping you might have some dresses we could wear" Rainbow Dash said blushing slightly.

"If I may asked, who are you two going out with?" Rarity asked.

"Fluttershy is going with Big Mac, and I'm going with…" Rainbow paused for a moment "Applejack."

"Are you two getting back together?" Rarity asked.

"NO! I already have a marefirend." Rainbow snapped.

"No need to get mad, I was just asking." Rarity countered. "I can't leave Pinkie alone again, so I'll let you have the key to my boutique, just chose a dress, leave the money, and lock up" Rarity instructed as she handed a key over to Rainbow.

"Thanks a lot Rari, I'll have it back to you in no time" Rainbow said walking back to the living room.

"Ready to go Shy?" Rainbow asked as she entered the room. Fluttershy smiled and stood up as Rainbow Dash started to head out the door.

"Good bye my little friends, I'll come visit really soon" Fluttershy said to her animals, following Rainbow Dash out the door. Rainbow showed the key to Fluttershy and started to head to Raritys boutique.

The school bell rung loudly as all the little fillys and colts left the school and headed home. Cherilee looked over her empty class room then took some paper out of her bag to grade. She started to read the answers when she heard someone walk in. She turned her head to see Twilight walking towards her, blushing slightly.

"Hello Twilight, what a surprise." Cherilee said smiling as Twilight took a seat in front of her desk. Twilight was fidgeting, and nervously looking around the room.

"Are you alright?" Cherilee asked, Twilight just nodded.

"Is there something you need?" Cherilee asked. Twilight felt like she was about to explode, she had to tell her now.

"CHERILEE, I LOVE YOU!" Twilight shouted. Cherilee look shocked at Twilight, not sure if she heard her right.

"I'm sorry, I think I heard you wrong." Cherilee said calmly.

"I said I love you" Twilight repeated.

"This is all kind of sudden don't you think?' Cherilee asked.

"I know it is kind of sudden, and you deserve to know everything, how about I tell you over dinner?" Twilight nervously laughed out, quickly. Cherilee looked at her then at her papers, she trapped them a little bit.

"I don't really have any plans, so I guess I can give this a try" Cherilee said slowly.

"I'll meet you in front of the school around six o'clock" Twilight happily clapped her hoofs together. Twilight ran of the school towards her house, hearing Cherilee call out behind her "See you then."

Rainbow unlocked the door to Raritys boutique, and let Fluttershy in first, then flew in and closed the door behind her. They looked around and saw nothing, but beautiful dresses as far as the eye could see. Fluttershy walked around looking at all the different choices she had. Rainbow grabbed the first one that caught her eye, she didn't really care for dresses. The only reason she getting one is because she knew Applejack was, more than likely, taking them somewhere fancy, and didn't want to look like a slop in front of the rich ponies. When they were going out, it was always somewhere fancy, and she never had dress to wear, It always felt awkward.

Fluttershy walk over over to Rainbow wearing a black dress, the slightly shimmered with every step she took. Rainbow smiled at Fluttershy, she looked pretty good in the dress, and then she took at the dress she drew at random, more or less. It was red with a few black streaks running through it, it was cool enough to wear.

Rainbow quickly paid for the dress, leaving twenty five bits in Rarity payment box. They slowly walked out and Rainbow locked up as instructed.

"Now all we have to do is wait for Applejack and Big Mac to come by and pick us up." Rainbow said flying towards her home, Fluttershy nodded flying after her.


	6. A Date With Big Mac

Rainbow Dash and Fluttershy were both waiting for their dates to arrive, Rainbow Dash was starting to think she should have got a different dress, the one she had was a little tight. Fluttershy noticed the Rainbow was squirming around a little bit.

"Are you nervous?" Fluttershy asked, her voice shaking a little bit.

"What…oh no, this dress is just a little tight, that's all." Rainbow laughed. Fluttershy giggled a little, but stopped when they heard some calling them. Rainbow Dash and Fluttershy walked out of the house and looked down seeing Applejack and Big Mac looked back up at them. Applejack had on a sky blue dress and her hair was braided down in a ponytail, similar to the way it look at the Gala, Big Mac had on a tux that seem rather tight on him, but it didn't seem to bother him any. Fluttershy started to shake a little seeing Big Macs face, Rainbow noticed and gave a little hug and flew down with Fluttershy. As they landed Applejack walked over to Rainbow and looked at her dress.

"You look good in a dress Rainbow, it's not as nice as the one you wore to the Gala though." Applejack remarked. Rainbow rolled her eyes and looked over at Fluttershy who was still there, but liked like she was ready to fly off any second as Big Mac got closer. Big Mac stood in front of her, but didn't say anything, not waiting to scare her off. Fluttershy gathered all her nerve so she could say something…anything to him.

"Ok, Fluttershy you can do this Rainbow and Apple jack want you to do this. Don't let your friends down!" Fluttershy thought to herself.

"You look nice tonight." Fluttershy blurted out.

"Same to you." Big Mac said quietly. Both Applejack and Rainbow let out a silent sigh of relief, realizing Fluttershy hadn't ran away…yet.

"How are you animals?" Big Mac asked.

"Last I saw them, they seemed ok" Fluttershy said quietly as they started to walk. Rainbow could tell Fluttershy was doing everything she could to just carry on the conversation without cowering down and flying away. Applejack and Rainbow followed behind, not talking to each, but listening in to Fluttershys and Big Macs conversation. It wasn't interesting or anything, but they wanted to make Fluttershy was ok being with a stallion.

"Do you like looking at the stars?" Big Mac asked trying to make some conversation. Fluttershy didn't answer and didn't even look at him, she just slowly nodded her head.

"Do you have a favorite consolation?" Big Mac asked hoping to get some response. Fluttershy shook her head looking straight ahead as a fancy looking restaurant came into view. It was make of bricks had a yellow canopy and outside of the entrance.

"Wait a minute, this were we had our first date, isn't it?" Rainbow Dash asked.

"Yes it is, I remember you said you loved the food here." Applejack answered.

"That's awesome!" Rainbow exclaimed. Fluttershy jolted a little from the sudden outburst, and ran into the door.

"Sorry Shy, I didn't mean to scare you, are you ok?" Rainbow Dashed asked running over to her followed by Applejack and Big Mac. Fluttershy looked up at Rainbow and gave her a hug, nuzzling into her neck, nodding. Rainbow Dash smiled gave Fluttershy a quick hug, before returning to Applejacks side. Big Mac offered her a hoof up, but Fluttershy didn't take it and got up on her own. Big Mac opened the door letting the mares in first and came in behind them. They approached the front desk which a pony wearing a long sleeve shirt stood behind.

"We have table for four, it will be under Applejack" Applejack said walking up to the desk. The pony open a book and looked through it. He scanned a page he stopped until he found the name.

"Aw, yes Miss Applejack, if you and your friends would follow me" The pony said picking up some menus and walking into the main dining room. All four follow him until he stopped at a nearby table, they all sat down and pick up their menus.

"Well, things seem to be going well" Rainbow whispered looking at Applejack and, Applejack nodded back at her.

"What do you think you're going to have?" Big Mac asked Fluttershy. Fluttershy shivered slightly as Big Mac spoke.

"The Daisy Salad" Fluttershy whispered. Applejack sighed a little realizing that Fluttershy still seemed scared, and looked at Rainbow who was staring behind her.

'What are you looking at?" Applejack asked.

"It that Twilight…with Cherilee?" Rainbow asked.

"What?' Applejack asked and looked behind her. Sitting halfway behind them was what Rainbow had just said. Twilight and Cherilee were both dressed up eating, talking, and laughing.

"So, you told me you were going to explain everything, over dinner" Cherilee said taking another bite of her dinner. Twilight blushed slightly and looked down, thinking about what to say.

"Well, yesterday my friends and I found out some other friends were all into mares." Twilight started, Cherilee nodded listen to Twilight story.

"My friend Rarity, Sweetie Belles big sister, joked that, I like mare too. I just thought it was a joke, but as the day went on I couldn't stopped thing about what Rarity had said. SO I have a book that helps people confirm their…sexuality." Twilight continued.

"And I'm guessing the book said you were a filly-fooler?" Cherilee asked. Twilight blushed a little and nodded.

"If I may ask, did you always have feeling for me, and just realized after reading your book?" Cherilee asked.

"I always had some kind of felling when I was around, but I never knew what that feeling was, but after reading I realized it was love…" Twilight explained. Cherilee looked at Twilight and smiled, Twilight smiled back.

"What are they saying?" Applejack asked trying to read their lips.

"I'm not sure" Rainbow Dash answered, trying to do the same.

"Will you two stop, their on a private date, if Miss Twilight wants you to know she will tell you." Big Mac said sternly. Fluttershy gave out a little meep and shivered slightly.

"Here are your drinks" The water said.

"But we didn't order our drink" Applejack said confused

"I ordered for you, when he came by earlier, you two were to busy looking at Miss Twilight." Big Mac explained.

"Oh, I hope you got me so-"Rainbow Dash stopped when the bottle of cider was placed in front of her.

"At least you know what I like." Rainbow said smiling, and quickly opened the bottle.

"Are you ready to order?" the waiter asked taking a small pad of paper out.

"I'll have an Apple salad" Applejack answered.

"I guess I'll have the same" Rainbow answered shrugging a bit.

"I'll have todays special soup" Big Mac answered. Fluttershy looked down not giving her order.

"She'll have an Apple Salad, too" Rainbow ordered for her. The waiter quickly wrote the orders down and walked away, as Rainbow turned back towards Twilight.

"Rainbow don't you go staring again." Applejack warned, giving her a disappointed look.

"What, you want to look too." Rainbow teased. Applejack rolled her eyes, looked at Big mac and Fluttershy getting an idea.

"Rainbow, was is that on your nose?" Applejack asked.

"There is something on my nose?" Rainbow asked touch the tip of her muzzle.

"Ya, let go to the bathroom and wee if we can get that off" Applejack told her getting up. Rainbow started to follow and Fluttershy did as well.

"Whoa there sugarcube, you got to stay here and keep Big Mac company." Applejack said sitting Fluttershy back down. She almost ran causing Rainbow Dash to run as well watching until they were out of sight.

"What's on my nose anyway?" Rainbow asked.

"Nothing I just thought we should leave Fluttershy and Big Mac alone for a little bit." Applejack explained. Rainbow sighed and started to head towards the bathroom, but stopped a voice said her name.

"Rainbow? Applejack? What are you doing here, and where Fluttershy?" The voice asked. They both turned seeing Twilight looking at them with Cherilee next to her.

"Hey Twi, Fluttershy is over at the other table with Big Mac." Rainbow explained.

"With Big Mac, isn't she afraid of Stallions?" Twilight asked

"Well ya, but I thought if she spend the night with a stallion, it might help her get over her fears. We are here as emotional support. I just thought we could walk around, and leave them alone for a little bit. What about you two, your to dressed up to just be here as friends." Applejack pointed out.

"Oh, well, I'll tell you…tomorrow." Twilight said slightly blushing as she walked away with Cherille.

"Good night girls" Cherille called back to them. A tray with what seemed to be their order walked by.

"That seems to be our dinner, let's get back Rainbow" Applejack said walking back.

"Miss Fluttershy, are you ok with talking to me?" Big Mac asked. Fluttershy looked at Big Mac, just looking at him made her so nervous she wanted to run to Rainbow, but she gather all her nerve and stayed put.

"It's not that I don't like you, if anything I think you're the only stallion I have ever spent any real amount of time with. It's just that every time I see any stallions face, I see him, and…"Fluttershy trialed off. Big Mac smiled and placed his hoof on hers.

"Everything will be alright, he's gone now, you have a great marefirend, all of your friends are here to help, and even I'll help you in any way I can." Big Mac said smiling. Fluttershy looked up and for the first time that evening, she didn't see Time Ticker, but her friend Big Mac.

"Thank you, Big mac, but,,,could you not hold my hoof…I don't anyone to get the wrong idea…If that's ok with you?" Fluttershy asked

"Oh, right…sorry." Big Mac moved his hoof and blushed slightly, not that anyone could tell his red coat hide it.

"Hey, did we miss anything" Rainbow Dash asked, sitting back down, as Appleajck did the same.

"Nothing really, Big Mac and I were just talking." Fluttershy said smiling. Applejack looked at Fluttershy and then at Big Mac.

"You mean you talked to Big Mac?" Rainbow Dash asked.

"Yep." Big Mac answered.

"About what" Applejack asked. She could something was different about Fluttershy, but wasn't sure what it was.

"Nothing really." Big Mac answered, Big Mac didn't want to tell Applejack what he said while Rainbow Dash was around, and she might get the wrong idea.

"How's your nose?" Fluttershy asked

"My nose? Oh right my nose, its fine, it was just a trick of the light, that's all." Rainbow Dash quickly answered. About that the waiter had come back with their food, the night was a lot of fun. Stories were told, laughs were had, and Rainbow Dash got a little drunk. Applejack told her stories about her filly year and how Rainbow Dash and her first met. Rainbow Dash told them about her about flight school and how she and Fluttershy were best of friend back then, and how they were just more than friends. Fluttershy and Big Mac didn't talk much just listened and laughed.

The food was gone and the check was sitting in front of them. Applejack started get some bits our, but Big Mac stopped her.

"I'll pay" Big Mac offered.

"That's ok I'll pay for this" Applejack offered back

"I won't fell right making you pay" Big Mac pointed out

"I can pay my own way" Applejack said getting a little defensive.

"Will one of you just pay all ready, your upsetting Fluttershy and I want to get out of this dress." Rainbow complained, nuzzling against Fluttershy who was slightly shivering.

"Fine, pay Big Mac" Applejack said reluctantly. Big Mac took the bits out and placed them on the table smiling. They start to walk out of the restaurant, which was almost completely empty by now.

"Big Mac, you remember when you asked me if I had a favorite constellation?" Fluttershy asked, Big Mac just nodded. "Well I do have one and its Pisces." Fluttershy smiled, and Big Mac smiled back.

They reached Rainbows house and Rainbow gave Applejack a little hug before flying up and landed on her porch, waiting for Fluttershy. Fluttershy gave Big Mac a hug and whispered "Thanks" and flew up after Rainbow.

"I had a great time tonight, what about you?" Applejack asked

"Yep." Big mac answered.


	7. Time Ticker Returns

Rarity looked around the room, smiling. It was a small round room, the walls were pink and glistening like diamonds, the bed which she was laying on was very soft, with pure white sheets. Rarity looked up at the prince that was at the door.

"Oh my, I don't get visitors that are as handsome as you often" Rarity cooed. The prince walked over to her and laid down, he wrap his hoof around her, and Rarity closed her eyes as she kissed him. His lips were softer than she thought they'd be and there was a slight sweet taste to them.

As she pulled back she heard "Rarity?". Rarity shoot her eye open looking at a blushing Pinkie Pie who was next to her on the bed. Rarity was confused, why was Pinkie blushing and why did she have a sweet taste on her lips. It took a few seconds for her to piece it all together, then she start to blush get out of bed.

"I'm very sorry darling, I was dreaming, and I thought you were…a prince" Rarity said blushing a brighter red.

"It's ok, I kind of liked it, I don't get kissed often" Pinkie said jumping down stairs.

"Yes, well…" Rarity said to herself following Pinkie down stairs.

"Twilight, stopped we did this all night" Cherilee laughed as Twilight kissed her neck.

"Didn't you have fun last night?" Twilight asked.

"Well, yes." she answered.

"Then let's keep going" Twilight said ready to move down her body when she heard footsteps coming up the stairs. Cherilee quickly jumped out of bed tried to slide underneath it as Spike came up. Twilight smiled nervously at him as he looked at her confused.

"Who are you talking to?" Spiked asked

"No one." Twilight lied.

"Where were you?" Twilight asked wanting to change the subject.

"I told you I'd be out all night getting gems. I guess you were too excited about you date with Cherilee to hear me. How'd it go, anyway?" Spike asked.

"It was great, I loved it" Twilight looked around for an excuse, to get Spike out of the house for at least a few minutes.

"You know Spike, I could a few apples, for a new spell I want to try out today, why don't you run down and Applejack about that?" Twilight asked. Spike looked at her for a second as if he knew she was hiding something.

"Sure I can do that" Spike said as he walked down stairs. Twilight waited for the door to close and Cherilee came out for under the bed.

"I'll see later" Cherilee said as she kissed her good bye, and quickly left.

Rainbow Dash did five loops in the air, and looked down at Fluttershy.

"Ok, now you try" Rainbow Dash said. Fluttershy flew up next to her and did a small loop in the air, Rainbow Dash gave a little laugh and gave her a small hug.

"It needs to be bigger." Rainbow instructed.

"And how is this helping her?" Applejack called up from the ground.

"It helps, because you have to tell yourself you can do it, and that helps build self-esteem." Rainbow explained. Fluttershy gave out a little sigh and tried to do another loop, it was bigger, and she almost did it, but lost control and started falling towards the ground. Rainbows eye widen as she flew as fast as she could and grabbed Fluttershy. Fluttershy looked up at Rainbow and wrapped her hoofs around Rainbows neck and hugged her.

"I'll never let you fall, Shy. Maybe we should do something else for now" Rainbow told her as they both flew down to Applejack. Applejack was about to tell Rainbow off, when Fluttershy suddenly got low on the ground, and covered her eyes. Applejack and Rainbow both gave her a strange look as Fluttershy started to quietly cry.

"Fluttershy, I know it was a little scary, but you don't have to cry. Applejack and I are both here for you." Rainbow assured her.

"Something tells me that's not what she is crying about" Applejack said.

"Then, what's the matter" Rainbow asked.

"I don't know. What's wrong sugar cube?" Applejack asked, getting down to her level.

"He's back." Fluttershy whispered.

"Who's back?" Rainbow asked.

"T-Time ticker." Fluttershy whisper her voice started to shake. Applejack and Rainbow formed a small circle around Fluttershy.

"He didn't see us…but I saw him." Fluttershy explained. Rainbows eyes widen when she remembered seeing a stallion walking up the path behind Applejack. He did match Applejack description, but he didn't look in their direction. Rainbow flew in the direction to teach him a lesson, but as she neared where she saw him turn, he wasn't there. She flew upward, but didn't see anypony, stallion or mare. Applejack ran after rainbow and Fluttershy followed.

"Come on Rainbow, we got to get going." Applejack called as she ran past her.

"Where are we going?" Rainbow asked as caught up to Applejack after picking up Fluttershy, who was having a hard time keeping up with her.

"Fluttershys cottage, I'm sure that's where he is going. He might hurt Rarity and Pinkie Pie." Applejack explained. Rainbow Dash nodded, and started to fly faster.

Twilight walked out of the bathroom, washing up from last nights "fun", and started to take out a few books on dating. She stacked them next to her, and picked up the first one, but was quickly interrupted.

"Umm…Twilight" Spike called to her.

"Spike I'm a little busy right now." She told him

"Twilight I really think you need to see this." Spike said.

"Sorry Spike, but I have another date to night, and I want to make sure I'm ready." Twilight said.

"Twilight really, you have to see this" Spike said pulling on her tail.

"WHAT IS IT?" Twilight yelled, then she looked at Spike and felt a little guilty.

"Sorry Spike, I'm a little nervous, and you know I don't like having my tail pulled" Twilight apologized

"It's ok, Twilight." Spike said still a little shocked.

"What's so important?" Twilight asked.

"This came for you." Spike said holding out a scroll.

"Oh a letter from-"Twilight stopped as she saw the special seal on the note. The seal meant it was urgent, or very important, usual both. Twilights hoofs slightly trembled as she opened it slowly, and started to read it. As she read it, her jaw started to drop, and her eyes widened.

"What is it, has Discord gone rouge, has Princess Luna become Nightmare moon again? Is Princess Celestia hurt?" Spike asked, afraid of what the news was. Twilight didn't say anything and started to head out the door.

"Twilight what's wrong?" Spike asked loudly.

"I put a watch out for Fluttershys old coltfirend, Time Ticker. No one could find him, but reports say he is on his way to Ponyville. I have to find Fluttershy, and quick." Twilight explained. Spike quickly jumped on her back as she started towards Fluttershy cottage.

"Should we go Rainbows house, that's where she is staying right?" Spike asked.

"She's more than likely out with Rainbow, and Applejack, we need a hair. Then I can use a spell to find her." Twilight said.

Pinkie jumped into the kitchen as she picked up another plate of berries. Rarity placed the last plate of berries on the table and started to peel a few bananas.

"That's the last of the berries" Rarity said to Pinkie as she heard her picking up the plate behind her.

"Got it, honey" Pinkie giggled as she jump back into the other room. Rarity sighed and rolled her eyes, Pinkie had been making those jokes all day, it was just a little kiss, nothing more. Pinkie placed down the plate in front of a few mice as a loud pounding was heard at the door.

"I got it!" Pinkie called as she opened the door. On the other side of a large stallion, he almost blocked out the sun from the doorway. He glared down at Pinkie, looked mad that she was even in front of him.

"Where's Fluttershy?" He ordered, stomping his hoof on the ground.

"She's not here, right, but if you come back later she might be." Pinkie said trying to close the door. He stopped her.

"You must be Rainbow Dash." He said angrily.

"I'm not Rainbow Dash, I'm Pinkie Pie." Pinkie said starting to get a little nervous, start to realize who he was.

"I don't care who are, you are in my way mare, now MOVE!" he shouted.

"N-no." Pinkie said, her voice shaking a bit.

"When Time Ticker tells a mare to move, she moves" Time Ticker yelled as he pushed pinkie on the ground.

"You're going to tell me where Fluttershy is" He placed his large hoof on pinkies head "or you will be short one head."


	8. Rumble In A Cottage

Time Tickers hoof pressed down on Pinkies head. Pinkie wasn't sure what do to she couldn't move, then suddenly the pursuer was taken off and a loud pound was heard. Rarity quickly picked Pinkie up, she hit him hard with her back legs, and now her hoofs hurt as well. Time Ticker looked at the two mares, who were shaking a bit as he walked closer to them. All of Fluttershy animals ran upstairs and hid.

"Not so faster!" a voice boomed as a rainbow blur zoomed in and tackled him to the floor. Time Ticker looked up at Rainbow Dash who was taking an offensive stance.

"You wait here sugar cube, we'll take care of him." Applejack told Fluttershy as she ran in to the cottage. Applejack ran beside Rainbow ready to help in the fight, she snorted and Time Ticker lowered his head.

"Get Rarity and Pinkie outside" Rainbow Dash said under her breath. Applejack nodded and ran over to her friend, and Time Ticker took a swing at her, put was blocked by a head butt from Rainbow Dash. Applejack quickly put Rarity and Pinkie on her back and ran outside. Rarity let out a grunt of pain as she was lifted onto Applejacks back, pinkies eyes watered a bit, she didn't say anything. Applejack ran outside gently placed her friends down. Fluttershys eyes widened as she say them placed down.

"Rarity, Pinkie.. I'm sorry. This is my fault" Fluttershy quietly sobbed and wrapped her hoofs around them.

"Try and help them with their injuries while Rainbow and take care of him" Applejack said as she ran back inside. Applejack ducked she entered the cottage as a vase was thrown by Time Ticker. Rainbow Dash trying to knock him down with a tackle, but he jumped out of the way, and smacked her to the ground. He ran and jumped ready to land on her, as Applejack bucked him harder than she had ever hit any tree before, while he was still in the air. He went flying into the kitchen and smashed into the table, smashing it into pieces.

"Are you sure this is cover us up?" Rarity asked as Fluttershy placed a few more branch on top of her friends. Soon she had completely hid them, now if Time Ticker came out he wouldn't see them. She stood in front of the pile hoeing it wouldn't come to him coming out, at least not awake. A loud smashing sound was heard and a cry from Applejack come from inside.

Applejack hit the floor after Time had hit her hard, Rainbow got in front of her as Time closed in to end it. He didn't stop and slammed both mares send crashing into a wall, Time slowly walked towards them. Suddenly a large rock hit him in the head, causing him to stagger a bit. He turned to see who was there, but didn't see anyone, but then felt four hoof land on his back them jump off. He was ready to turn back around but felt a hot burning feeling on his flank and ran outside, running into a tree. He scowled as he looked back in the house saw a lavender pony and a dragon on her back, but out of the corner of his eye he saw a creamy yellow and pink pony. He smiled as Fluttershy cowered down at the sight of him. Fluttershy wanted to run, but she could leave Rarity and Pinkie there, even if they were hidden.

"There you are Fluttershy, I've been looking for you. Now get over here you useless piece of trash." Time said as he slowly got closer.

"GET AWAY FROM HER, NOW!" Rainbow shouted as she bolt towards him. He reared back causing Rainbow to fly right past him. She turned around to try and hit, but Time quickly bucked Rainbow hard in the chest. The wind was knock out of her, she had never felt pain like that before. Slowly she feel off the short cliff near Fluttershy's cottage. Fluttershy ran over to the side and saw Rainbow laying down, her eyes were open, but she looked like she couldn't move "Rainbow" Fluttershy said slowly looking at her. Rainbow looked up at Fluttershy and gave her an "I'm sorry" look. A new feeling formed inside Fluttershy, a feeling that she hadn't felt in a long time. It just kept building, as Twilight and Applejack ran out of the house. Fluttershy looked at Time, but there was no fear only rage and anger.

"YOU…DON'T…HIT..MY…FRIENDS, AND YOU DON"T HURT MY MAREFIREND!" Fluttershy shouted out, as she spread her wings. Twilight and Applejack were in shock, never before had they seen Fluttershy act this aggressive before.

"What's that defiant look in your eye? Whatever it is, it won't be there for long." Time said as he got closer, Fluttershy got a little lower. Fluttershy quickly hit him had in the chest pushing him back a bit, Fluttershy bucked him in the jaw, and hit him hard with one of her front hoofs. Time tried to stomp on her, but she flew out of the way, and bucked him again causing him stand on his hind legs. He tried to hand back on all four hoofs, but he was starting to fall backward, Fluttershy delivered a head butt causing him to fall, done the same cliff Rainbow did. He landed with a thud, next to Rainbow. HE slowly got up and Fluttershy slew down, but stopped as Time picked Rainbow up. He positioned his hoof in way were he could crack Rainbow neck in half a second.

"You shouldn't have done that, you just cost this mare her life." Time said.

"No, please don't hurt her, I'll do anything." Fluttershy pleaded, tear forming in her eyes.

"Stupid Mares always think-"Time time was hit hard, and was sent to the ground, two guards, held him down. Rainbow quickly fly over to Fluttershy and gave her a hug. Turning back to the scene, there were many guards outside Fluttershys cottage. Behind them was Princess Celestia, looking down at Time. Twilight smiled at the sight of her, and ran over to greet her teacher.

"Princess Celestia, what are you doing here?" Twilight asked. Celestia looked at her student and smiled.

"Something told me I had to come here and to bring a few guards with me." Celestia said as she watched her guards pick Time up and escorted him to a cart nearby. "I guess I was right, it seemed your friend Rainbow was in trouble." Celestia answered.

"So what are you going to do with him?" Twilight asked.

"I'm not sure yet, but he is never going to be near anypony ever again." Celestia answered.

"Thank you princess, for everything" Rainbow said flying towards her.

"I don't know how I will ever repay you." Fluttershy followed. "If anything happened to Rainbow, I don't know what I would have done "Fluttershy continued, nuzzled against Rainbow.

"There is no need to thank me, if want to thank someone thank Twilight. If hadn't report him, I may not have been here." Celestia said as she turned back to Twilight.

"Well, I guess I should be leaving now, I'll send you a letter with an update soon. Celestia said as she gave Twilight another hug, and flew off after her guards.

Two weeks have passed since Time was asserted. No word from Celestia on what she planned to do with him, but Twilight knew she's get word soon. Fluttershy had been spend a lot of time With Rainbow Dash and Applejack, she almost back to her normal self. Rarity had a backlog of orders, and no one other than Sweetie Belle had seen her since she started working again. Pinkie is doing, what she always is doing, partying with everyone who wants too.

Twilight looked at Spike who was just playing solitaire, and wondered how he would take the news. Twilight went over what she was going to say a few time in her mind, looked at Spike,

"Hey Spike, I need to talk to you about something." Twilight said. Spike looked up and game Twilight his full attention.

"As you knew Cheerlie and I are getting very serious, and we thinking about living together…here." Twilight said.

"Aren't you moving a little fast?' Spike asked. Twilight gave it some thought and shook her head.

"Not really, I guess if you don't know how well we are together you might think that, but we both think it's time." Twilight answered.

"Are you kicking me out?" Spike asked.

"Not unless you want to leave, I'm just asking you to not sleep upstairs anymore." Twilight answered.

"Oh, ok, I was getting a little worr-BURP!" A letter feel out of his mouth. Twilight quickly picked the letter up and read it. She smiled, and started walking towards the door.

"I got to go see Fluttershy, and Rainbow Dash. We'll talk about this when I get back" Twilight said as she flew off.

Twilight flew up to Rainbow door and knock on it. She heard a muffled voice, but could make out what it said, then she heard "I'll be right back Shy." Shortly after the door opened and Rainbow Dash smiled seeing Twilight.

"Hey Twi, can I help you with?" Rainbow asked.

"Well, I just wanted to come by and rell you Time Ticked in being sent to the Crystal Empire." Twilight siad.

"Why there?" Rainbow asked.

"I don't know Celestia didn't say why, the letter just said that would he be held there until he was mentally sound. My guess is, he is there so, when he is mentally sound can start a new life." Twilight answered.

"Like he's ever going to be mentally sound." Rainbow said under her breath.

"What was that?" Twilight asked.

"Nothing, see you later Twi." Rainbow said, Twilight waved good bye, and flew off. Rainbow walked back to Fluttershy.

"Who was at the door?" Fluttershy asked as Rainbow walked in.

"It was twilight she wanted to tell us that we will never see Time Ticker again" Rainbow reported. Fluttershy smiled as she heard the news. Rainbow looked Fluttershy nervously, and gather her nerve.

"Shy, there's something I want to show you outside." Rainbow said scratching the back of her head with her hoof.

"Ok, do you want to show me now?" Fluttershy asked. Rainbow nodded and started walking towards the door, Fluttershy quickly followed Rainbow outside. Rainbow slowly started to flew upwards, looked back and Fluttershy and smiled. Fluttershy slowly followed Rainbow. They flew for a few minutes, Rainbow look back at Fluttershy a couple of times, bit wouldn't say anything. Rainbow stopped and turned towards Fluttershy. Fluttershy stopped and looked her confused, until rainbow points downwards. Fluttershy looked at what Rainbow was pointing at, and tears starts to form in her eyes, as she wrapped her hoofs Rainbow smiling.

"Is that a yes?" Rainbow asked, Fluttershy nodded. Down below them was a message which was written out of clouds, the message read "Will you marry me?"


End file.
